Love In An Elevator
by zenofbeingmommy
Summary: Sometimes the past can take you back, sometimes it can push you forward. A mult-chap. Rated M for language and sex
1. Chapter 1

_**A/N:** a little one-shot in two parts - done in honor of smut week on the caryl tag on tumblr - part 2 should be up next week - it is not my intent to have you unearthing Aerosmith's Big One's, but it is kind of the soundtrack that goes along with at least part 1_

_The Walking Dead and identifiable characters, places, and events are not mine - no infringement is intended or implied - my stories are written out of love and a need to create and are solely for entertainment purposes_

* * *

The basement was an ideal location. The exits were controlled and secure, it didn't have to be cleared of walkers, and the temperature was more controlled. The drawback was the narrow staircases that led down to it. They were not practical for transporting some of the members of the Woodbury group, nor was it possible to move large supplies from one level to the other. That was what the elevator was for.

They had the generator for power, but something was wrong with the motor on the elevator. It had froze up before it had barely moved. Axel would have been able to fix it in a day. Daryl was no Axel, but he was the best they had, and even at his best he was on day three. But he was getting closer.

The elevator was located in the boiler room. The basement looked like it was primarily for storage and it had the one shaft and two narrow staircases for access. It was a partial basement but it was large. With a little work they could make it a useful sort of fallout shelter in the event of an attack by the Governor. Though Daryl seriously doubted much would come of that. His numbers were severely reduced, at best five maybe. It would take a long time for him to regroup and become a real threat again, but he imagined there were other very real threats unknown to them.

He found several high-powered lanterns and a large stockpile of D batteries in a storage room. He also had found some cement blocks to prop open the elevator doors. He'd placed a lantern on top of the elevator carriage just inside the access panel, one in the actual carriage, and one near the open doors. The light was sufficient, even in such a dim space. He'd also found a cd player and a small stash of cds. He grabbed some of the extra batteries to power it. He liked to blare music when he was working.

The cds were mostly early 90's rock, and looked to be about as old as the cd player. It was the kind of music that he listened to when he was in his late teens. He'd actually enjoyed the last few days alone, trying to get the motor working again. The principals were a little different than motorcycles and trucks, but the mechanics were pretty much the same.

* * *

When Carol opened the door to the boiler room, she felt like she was in her early twenties again, hanging out in her daddy's garage. She moved closer to the elevator. The music was coming from just outside and it echoed in the large room. It was Aerosmith and that took her back to the young man who worked for her father. The one she'd had a crush on. The one she sat near for hours on weekday afternoons. Trading banter while he changed oil and spark plugs and played Aerosmith on repeat.

She'd felt Daryl's absence the last two days. Funny how one could thrive on little moments, just being around and near him through the day, passing in a hallway, a smile in the yard, little things really, and yet she had been missing them. So she sought him out down here in the boiler room. But she didn't see him anywhere. She heard the clatter of a wrench and a very loud "Fuck!" She smiled. If he knew she was there, he wouldn't have said that. She'd seen him angry, but he'd never used 'fuck' around her, out of politeness she was sure.

The elevator had gotten stuck on its descent and so there was a small ledge at the opening of the doors. She sat and let her legs swing. She wasn't sure if she should announce her presence. She really had no reason to be there other than seeking his company. She hadn't brought him lunch or something to drink. She merely missed him. Maybe she would sit awhile and listen to him grunt and breathe and if he didn't come down on his own, she might slip away. Even just being close to him, whether he knew it or not, gave her comfort.

She sat listening to the music for a while, and moved her hands, imitating the drum beats. _Living On The Edge_ was on. At "_again and again and again"_ she slowly banged her head in rhythm. She heard some shuffling and looked up at the access panel. Daryl's head appeared and scanned the floor of the elevator. "Shit!" He was staring at the hammer. His head went back and his legs dangled in a move to jump down.

"Wait!" Carol called. His feet froze. She hopped down into the elevator, grabbed the hammer, and handed it up to him. His legs swung back inside and his head reappeared along with a hand.

"Thanks." He took the hammer and disappeared again. There was hammering , the sound of a misstrike, and an extended "fuu..." followed by the sound of the hammer being thrown down onto the roof of the elevator. Then silence.

"Hey, Carol?"

"Yeah?"

"Can ya see if there is a first aid kit near the workbench?"

She went into the boiler room and returned with a couple of band aids, which she handed up to him. After a few moments, he called down to her. "So'd ya need somethin'?"

"No, not really, I just..."

"Hey, can ya turn the music down a bit, I can't hear ya."

She turned the volume down and called up, "Better?"

His head appeared briefly and he smiled at her. "Yeah, when I'm alone I kinda blare it. Makes it feel like the old days."

"Yeah, I know what you mean."

_Janie's Got A Gun_ came on and Carol could picture the music video in her head. How many times had she seen that? It was still when MTV played videos.

His feet appeared again and he jumped down. "Well, it's as good a time as any to take a break I guess, seeing as I've got company and all." He reached around to the outside of the elevator doors and retrieved a bottle of water. He took a drink and offered it to her. When she declined it, he capped the bottle and hopped up next to her on the ledge.

It was warm in the close space and it had been hot she was sure in the elevator shaft. The sweat beaded on his arms and brow. She suddenly caught his scent and something inside her pulled. Sure, part of it was feeling like she was in her twenties again, hormones raging but too shy to kiss the boy she was crushing on, but it was also Daryl. '_He must have pheromones my body craves,'_ she thought. '_That or it has been too damn long.'_

She was getting distracted. "So how's it coming along?"

"A'right. I can't help but think Axel could have had this done by now."

"Yeah, he was good with things like that." She felt a slight heaviness in her chest. She'd remembered him flirting and talking with her just moments before the Governor had shot him.

"He was a good guy. A little sweet on ya though. I suspect I would have had a fight on my hands eventually."

They were sitting side by side, legs dangling. She turned her head to look at him, but he was staring at his feet. "Really?"

"Yeah, it was starting to feel like highschool in here. I was never good at fighting for a girl, but I guess I would have stepped up. It ain't highschool anymore."

She didn't know what to say to that and he wouldn't look at her. At that moment, _Crazy_ came on and she smiled. "No, it just sounds like it is." He laughed at that and looked up at her. She felt bold. "Wanna dance?"

* * *

He looked startled, but stood and offered her his hand. "Sure, why not? Ain't nobody here to run to if I step all over ya toes though."

She took his hand and hopped down. He placed his hands on her waist and she placed hers on his shoulders. '_No, not like highschool, more like middle school,'_ he thought. But this was progress. She must have felt like she could push it a little further though. She wrapped her arms around to meet at the back of his neck and pulled him slightly toward her. He responded by pulling her waist more toward him and clasping his hands together behind her back. He also ducked his head into her slightly. It was obviously what she wanted, she sighed when he did that. And then he made a fatal mistake, he took a sharp breath.

Suddenly he was flooded by the smell of her and the softness of her clinging to him. He felt himself stirring. He slid his right hand up to the middle of her back and pressed her closer. She responded by snaking her right hand along the back of his head and running her fingers through his hair. He shivered and hardened. He moved his lips to brush the side of her neck and at that moment, the music changed to _Walk On Water_ and it pulled him back to himself.

This would not do. He reached over and turned off the cd player. Carol stared at him, stunned, wounded, not ready to stop. He could tell she was suddenly uncomfortable and didn't know what to say or do.

"I can't do this..." He was looking right at her and he brought his right hand up to rest on her cheek, he smiled at her. "I'm pretty sure the next song on there is _Dude Looks Like A Lady_, and if ya think that won't kill my mood, you've got another thing coming." He smiled at her and let go of her face, he placed one hand on the side of the elevator and leapt up into the boiler room. He leaned down and kissed the top of her head. "Be right back, k?"

* * *

She nodded and watched as he moved out of sight. She walked over to the workbench and jumped up. She loved sitting up high, letting her legs swing. She spent most of her childhood like that either in her momma's kitchen or her daddy's workshop and garage. In less than five minutes Daryl returned with his arms loaded with blankets and pillows from the laundry room. She stared at him with disbelief as he struggled in. He could barely see where he was going when he dropped them in big pile by the elevator door. She watched him frown when he didn't see her sitting there.

"Over here." He turned and saw her and his smile returned but then he blushed. He had that look like he'd been caught and he didn't know how to back out of it gracefully. His enthusiasm was charming, but out of character, and it was as if in an instant he realized this too.

He turned his head back to look at the pile, then back to her. He started to sputter, "I...um...it..."

She would save this with a joke like she always did. "It makes me feel much better for your safety, they will make a nice soft landing in case you fall." She let an audible sound escape at her own her own humor, and he bit the side of his bottom lip and just stared at her.

"A'right...ya think it's that simple, yeah?" He moved toward her slowly, deliberately. "Ya talk a serious game, and then ya back off...every...damn...time." He'd taken a step closer with each word and he was now standing in front of her. He braced his right arm against the bench brushing the side of her leg, but he let his left arm fall to his side. He wanted her to listen to him, but he didn't want her to feel trapped. His eyes were level with hers, and he was staring right at her now, challenging her.

"So what do you want me to do about it, then?" She leaned forward slightly, their noses almost touching.

His words were almost a whisper, "I want ya to fuckin' kiss me so I know you're serious."

Was it really that simple? He didn't want to make that first move? She swallowed hard. He was still staring at her, daring her, testing her. Was it a test? She could have it, have it all right now, she just had to make the first move. They were alone and he was ready. He wouldn't have gotten the bedding if he wasn't. He blinked and squinted his eyes when the sweat beaded on his forehead ran down into them, but he didn't break eye-contact and he didn't move his hands.

She swallowed again and she could hear the blood rushing in her ears. She wanted to kiss the spot just below his eye on the crest of his cheekbone. But would he take it wrong? Would it seem too friend-like? She chose to touch that spot with the fingers of her left hand instead, slightly stroking and feeling the contours. His cheek was moist from the sweat , but so very silken. She let her fingers continue to the rough contrast of his lips and linger there on the top one, never breaking his stare.

He pulled his hips closer to her and she felt his erection through his jeans as he glanced her inner thigh. She imagined that the skin at the juncture of his hips was as soft or softer than that precious bit below his eyes. And she longed to kiss there. Press her lips softly and hear him moan beneath her. But she had to start with his lips first. It was more than lips though, it was a comfort barrier she had to cross, a barrier they had mutually constructed. It seemed hardly fair that she had to be the first one to cross. '_But he will meet you there on the other side,'_ she thought. And she smiled.

"Does this amuse you?" Daryl broke the silence but he was smiling too.

"Hardly."

"Hardly?" He pressed himself further into her thigh. She glanced down and his erection was visible now. '_Must be a grower,_' she thought and had to repress a giggle. Ed had been a shower and there were few surprises. This was a pleasant one to say the least. "So..."

"So...?"

"Are ya gonna kiss me or am I gettin' back to that motor?"


	2. Chapter 2

_**A/N:** so I have a problem now - this went from a one-shot to "I don't quite see the end" multi-chap - this is rated M for language and sex, although this chapter has very little of both - how does that song go?_ **_"it started with a whisper - and that was when I kissed her - and then she made my lips hurt" _**_- real love is real - so here you go :)_

_The Walking Dead and identifiable characters, places, and events are not mine - no infringement is intended or implied - my stories are written out of love and a need to create and are solely for entertainment purposes_

* * *

She leaned forward, biting her bottom lip to be sure she wasn't dreaming this. No, it was real, and they were here and all she had to do was close that last inch and place her lips on his. She suddenly became aware of the rise and fall of her chest. As if reading her mind, he raised his free hand and laid it on her heart.

"It's a'right. Don't havta. I like what we have, but this ain't gonna mess it up one way or 'nother. We're good. Always have been." He said the last bit with a smile and a nod. In one motion he moved his hand from over her heart and pulled away from her. Letting his right hand rest on her thigh after pushing away from the bench. He patted her twice and said, "You gonna head back or keep me company?"

When he pulled away she realized she hadn't kissed him. When he placed his hand over her heart, time had stopped in that moment. She sat just staring at him and when he arched his eyebrows, waiting for her response, she tried to brighten and said, perhaps too spunkily, "I'll keep you company of course."

"A'right then," he said, and turned his back to her. He went to the pile of bedding and began to gather it up. She watched him, confused, as he hurled it through the open doors of the elevator and jumped down after it. He looked up at her and smiled. "Might as well use it for a soft landing if I fall, be a shame to waste it."

She smiled at his words and the teasing in his tone. She hopped off the work bench and walked over to the elevator. he was making exaggerated work of his task. She crouched down at the doors. "C'mere."

He looked up at her, a blanket in motion of being flipped out to float down. He stood and walked to the edge; they were face to face again.

Balancing carefully on her heels, she put both hands on his face and pulled him toward her. Their lips made contact, but so did their noses and before she could revel in the sweetness of their first kiss, she fell back on her bottom. He in turn, trying to catch her as she fell, ended up misjudging the space between himself and ledge and stopped short when he came in contact with the obstacle. He didn't hold back the 'fuck' when the pain bolted through him.

This was just not happening. She put her hands up to run through her hair and giggled audibly.

* * *

Daryl regained his composure and ignored the now dull ache in his pants. Nothing like a direct hit to kill a mood. He didn't let it stop him though. He jumped back up into the boiler room and rested on his knees, sitting back on his feet in front of Carol. "Ya a'right?"

"Yeah, just doesn't look like this is meant to happen, huh?" She put her hands behind her and leaned back, stretching out her legs.

"Why? Was I _that_ bad?" He teased because he felt he could. If the mood was killed, he didn't see why he couldn't flirt a bit. And honestly, his body seemed to be recovering quite quickly from the stalls.

She turned to him with a wide smile. "No, of course not. It just seems like it is never the right time."

"Pft! Don't need to be perfect or nothing. We ain't filming some damn movie. I give ya credit, ya at least tried." He turned around to sit next to her, stretching out his legs and resting back on his arms.

After a short while, Daryl decided to break the comfortable silence. "We can be honest, yeah?"

"Absolutely."

"It ain't gonna work...it don't matter how much I may or may not like you, it's been a long damn time, Carol, and I'll be lucky if I last a minute. And I ain't got no romantic lovemaking talents neither. Things for me before were pretty uncomplicated, and I liked them that way." He shifted to sit up and face her. "Don't mean I wouldn't rather things be different now. But it's like startin' from square one for me." He sat cross legged now in front of her and placed his hand on her knee.

She let her eyes linger on his hand a moment before looking at him. "Can I try again? To kiss you I mean? I want to make my intention known, and we can see where we take it from there. You're jumping to sex kinda quick. I don't even know what you taste like. If your icky I might just spit you out and be done with you." She chuckled lightly.

He couldn't help but smile, she always tried to make things light. Perhaps it was ultimately why he sought out her friendship. Their damaged past may have initially drawn them, but how she was with him in every moment was why they were such good friends. "Sure, but you've just got one more chance. If you screw this one up Lady, I'm done with ya." He felt himself wink and wondered where that came from. She brought out the strangest behaviors in him.

He watched her as she straightened and wrapped her legs to her side, inching closer to him. She placed one hand on his thigh and the other at his waist. She hesitated only briefly and then turned her head, making sure this time their noses didn't bump.

Her first kiss landed very softly on his lips. It was light and chaste. He felt the hand at his waist shift and settle, flattening to make more contact. It was real. She was kissing him. She wanted this. And he was starting to feel all too human again. Sex was a touchy mix of joy and rejection. He'd had precious little of one and plenty of the other.

She pulled her lips back, looked up at him and smiled when she realized he hadn't closed his eyes. He wasn't sure why he hadn't. He guessed he just wanted to live the moment in the moment instead of inside of his head.

She came closer this time, the hand on his thigh moved to his hip, and he responded by placing one hand on her waist, sliding it towards the back to encourage her closer. Her second kiss was bolder; she opened her lips slightly to make more complete contact. He found himself responding to her kisses even though it had never been his thing.

He couldn't help himself. He raised a hand and cradled the back of her head, urging her closer to him and deepening the kiss. Their mouths were more open now and he could feel his body responding again. It felt comfortable, and he wanted more.

He broke the kiss and and pulled back from her. "So, did I pass the taste test?"


	3. Chapter 3

_**A/N:** so the next part is already done - but I want to give you fair warning that this story probably won't update with a part 4 until mid next week - I have to work on **The Dream Messenger**, and it will be my focus this weekend - thank you again for all of the reads and reviews_

_The Walking Dead and identifiable characters, places, and events are not mine - no infringement is intended or implied - my stories are written out of love and a need to create and are solely for entertainment purposes_

* * *

"Why do you taste like cinnamon? It's faint, but it's there." It was the very last thing she would have imaged him to taste like.

"Oh, yeah, found a tin of mints in the drawer over there yesterday. Didn't realize they'd come in handy. Want one?"

"No, but I could use some water." Her mouth felt dry. She tried to remember the last time she'd kissed like that. Too far back to count it seemed.

Daryl retrieved the bottle of water from near the elevator and took a long drink before handing it to her. "Don't mind sharin', do ya? I don't backwash I swear."

She took a drink and closed her eyes. The water felt cool in the burning furnace of her mouth. She felt flushed too. She handed the bottle back up to him, but misjudged the distance and let go before he had it. The half-full bottle bounced and flipped before landing and spilling its contents on the floor.

"I'm so sorry!"

"No worries." He took off his sleeveless plaid shirt, the dusty blue one that matched his eyes, to soak up the water. He wore a white A-shirt underneath, but it left little to the imagination. It was tight against the muscles of his back and she could see the tattoo on his shoulder. As he stooped to mop up the water, the shirt strained where it was tucked into his pants. She longed to lift the shirt there and kiss his back. She was sure the flesh there would not taste like cinnamon and she would have a truer sense.

"So what did I taste like?" She asked to bring her mind back from the wandering.

"Soft."

"Soft? Does soft have a taste?"

"You." His tone was serious, but his eyes were teasing. He threw the wet shirt to the side and came over to where she sat. As he extended an arm down to her, she noticed how the muscle was visible underneath the skin. It was beautiful and she couldn't stop staring.

He gestured at her with his hand. "Come with me. I wanna show you somethin'," She reached for his hand and he pulled her up. He didn't let go of her as he led her to the stairwell.

His hand was surprisingly warm and gentle as it held hers. He pushed at the door with his shoulder and it gave without much resistance. When the door closed they were in sudden darkness. He didn't let go of her hand as she heard him rustling around and from the pocket of his pants he pulled a small flashlight. When he switched it on, she could see the narrow stairwell with steps leading down and a rail on the right. She felt more comfortable once she had her bearings. Then the light went out.

She felt his arms wrap around her and pull her very close. Devoid of her vision, her senses of hearing and smell heightened. She could hear the soft thud of his heart and smell the sweat on his skin. And then she felt the lips on her neck. Her physical response was immediate. The tingle ran down her neck, spread across her shoulders and to her breasts.

She was pressed tight to his chest and her nipples hardened against him. She heard him moan and the kiss along her neck grew greedier and more insistent. She let her head drop to the side to allow him better access and she felt as if the bottom had dropped out of her. It had been so very long that she had felt good in this way. If he wasn't careful, _she _wouldn't last a minute.

"Daryl." She whispered his name because he was so close there in the darkness.

"Mmhmm?" His reply was muffled because he refused to stop with her neck. Her hands had found their way to his back pockets and she had hooked her fingers inside them, pulling him toward her. His erection was back and she brought one hand to the front of his pants, caressing the fabric deliberately. He bucked his hips toward her and nibbled at the flesh of her neck.

"What are we doing?"

He pulled his lips from her neck long enough to whisper in her ear, "Whatever the fuck we want to." He attacked her neck again and trailed kisses to her clavicles.

"But why here?" She didn't want to interupt, but it was a little odd in the confined space of the dark stairwell.

"Oh..." He stopped and fumbled again in his pocket. The light came on and her eyes struggled to adjust. "I wanted to show you somethin'." He grabbed her hand and led her down the stairs, taking care to stay ahead of her in case she stumbled, she would fall against him.

At the bottom of the stairs he pushed open the door and they were in a much larger space. She watched as he flashed the light back and forth before dropping it to his side. "This'll only take a minute. Wait right here, yeah? Don't move, there's stuff all over down here, don't want ya to trip."

* * *

As he moved away from her, he didn't want to, but he could use a couple of minutes to compose himself. When he'd checked and cleared the basement last week, he'd made a discovery that he want to share with someone, and Carol was that perfect someone. At least it would be an excuse to keep her near him for awhile. He found what he was looking for and made his way back to Carol. In the spare light provided by the basement windows, she looked quite angelic.

He watched as she shifted from one foot to the other, looking down at her hands, touching the sides of her face. She was nervous and it made him relax somewhat. Since they were both nervous, maybe neither of them had to be. He knew it was not the time to be backing down. He approached her slowly so he could observe her longer. To see her in this new light, after kissing her, it was as if the world were suddenly brighter.

When she saw him, she smiled and looked at the box under his arm. "I'll show you upstairs. I have an idea for somethin' you can help me with.' He grabbed her hand again and guided her into the stairwell. When the door closed, it was pitch dark again. He decided to use it to his advantage. This was a bit easier in the dark for him. He didn't quite feel the pressure and he could relax a bit. He set the box down on the third step, never letting go of her hand.

He leaned his back against the wall of the stairwell and took both of her hands in his. He held them lightly and caressed the juncture between thumb and finger with his own thumbs. "Don' wanna go up just yet, yeah?" He asked as a form of invitation, which she accepted by leaning into him. They kissed again, this time without the awkwardness, even in the dark. He closed his eyes now to focus on the sound of their lips meeting. The moistness. The texture of the skin just below her lower lip as he let his tongue explore just a little. She had laid one hand against his chest to steady herself and he moved the hand that had held hers to her waist and pulled her towards him. She was straddling his thigh, and he focused on the pleasure that the feel of her there gave him.

If they continued this way, there would be no cloth between them, and he could make direct contact with her flesh and warmth. This though provoked him and images of her naked body careening with his flashed through his mind. His want was quickly growing to a need.

Her free hand was at the waist of his felt her fumble for a moment before the button gave, followed by the sound of his zipper. He felt his erection expand into this new space. His arousal deepened, but his mind was throwing a switch. It wasn't how he'd imagined this.


	4. Chapter 4

_**A/N:** this next part is ready sooner than I had imagined it would be - I guess it just wants to be written XD - thank you for taking the time to read, and an extra thank you for those who have taken the time to review - rated M for sexual content_

_The Walking Dead and identifiable characters, places, and events are not mine - no infringement is intended or implied - my stories are written out of love and a need to create and are solely for entertainment purposes_

* * *

"Stop." His voice was firm but sounded defeated, and she did, instantly. This was no time to make him feel awkward. She had a bigger plan, but maybe she should share it.

"Am I making you uncomfortable?" She felt maybe she should be as direct as possible. They'd reached a point now that if they didn't talk openly about what was going on between them, they might never see this through.

"Nah, well kinda, but not really. It's just I told ya, I'm not gonna last. This isn't gonna be what yer hopin'."

"And what do you know about what I'm hoping for?"

"Well, I sure as hell know what you're gonna get. And it ain't right. I may not know much, but I know that."

She laced her fingers with his and pulled her body closer against him in the darkness. "Well, I have an idea about something we could do about that," she teased.

"So you've got a plan, eh?" He sighed when her hand came up and caressed his jawline, rubbing softly at the scruff there. "What might that be?"

"How about I relieve a little of that pressure...manually...and then next time that pressure won't exist. You wouldn't be able to rebuild a couple of years worth in an hour."

* * *

He wrapped his arms around her and pulled her close. "And what makes you think I can recover that quickly?"

"A wild hunch."

He dropped his head down a bit and found her lips again in the darkness. They were moist and inviting and comforting. He could feel her pushing her body into the voids of his own. It felt like she was becoming one with him. It was a feeling he could used to.

Her hands were roaming again and one was at his waistband. He felt her fingers hook the top and he broke their kiss. "Promise me, just your hands, k?" He felt her nod in agreement.

She pulled away from him and he heard rustling in the darkness. When she returned to lean against him he felt more skin bared. The flesh of her sides felt warm and silken beneath his rough palms. He kissed her bare shoulders and cupped the underside of her covered breasts with his hands. He felt a strong desire to lift her up and have her legs wrapped around him, but he suppressed it. If patience ran out this race, that could be for another time.

Her hands dropped to his waist and he felt her slip the pants free of his hips. They dropped to his knees, but he didn't care. He was leaning against the wall and her hands were on him. Carol's hands. The same loving hands that comforted him from time to time. He kissed her more ardently and let his hands roam along her bared back and across her hips.

Her hands rested at the waistband of his underwear now. She ran them along the back and tugged them down first from behind, slipping her hands over his bared bottom. His breath grew ragged as she slipped one hand to cup his behind. Her boldness made him a little uncomfortable, but he let it pass. This felt too good. She felt too good. She then ran her hands from the back of the waistband to the front, brushing his cock as she tugged the fabric down. It responded, instantly jerking at the foreign caress.

* * *

She loved the way his body responded. The way his breath hitched. The way his hips pushed forward and his shoulders sank back against the wall. The way his skin felt there - so soft, so smooth - when every other part of him was jagged and rough. But before she could get her bearings, it was over.

She felt him begin to jerk and spasm and then her hand was warm. She smiled in the darkness. This was the right thing to do. If this had happened during their first lovemaking attempt, he would have shut down on her, probably for good. But this instead was a little bit of naughtiness. Like two teenagers feeling out their sexuality in a stolen moment. She actually felt really good about it.

She leaned down and retrieved the red cloth from the back pocket of his pants. She wondered if he knew he was such a tease with that thing. She had looked at his behind far too often because of it. A slow smile spread over her. She had caressed that behind just moments ago.

His breathing was returning to normal. She wiped her hand with the cloth and leaned in close to his ear. "Good thing you came prepared," she whispered and handed him the cloth.

She felt around until she found her tank top and put it back on. Shortly she heard his zipper and she moved closer to him. She initiated a kiss, but before pulling away, she lingered on his lips tugging them playfully. "_That_ was to show you I'm serious."

He chuckled softly and grabbed her hand. "Come on, I'm gonna start you on that project."

* * *

He found his flashlight and turned it on, placing the end carefully in his mouth. With one hand he gathered the box from the stair, and in the other he held Carol's hand. He was holding her hand without fear or reservation or hesitation. He liked how natural this was feeling. He liked how he was feeling.

At the top of the stairs he hesitated before opening the door. If they left this space, maybe he would wake from the dream. As if feeling his hesitation, she squeezed his hand. It was enough to ensure him that she was real. And that she wouldn't evaporate in the light. He let go of her hand to open the door, and he hung back to let her go first.

It took a few moments for his eyes to adjust. It was much brighter in the boiler room than it was in basement, and almost blinding compared to the stairwell. He placed the box on the workbench and walked over to a wide, empty expanse of wall and flung his arms out in a wide gesture. "This."

Carol looked at him for a moment, confused. He realized that he hadn't shared any of it with her, and so far it had all been in his mind. He moved forward and grabbed her hands and led her over to the blank wall.

"I thought ya could paint a mural here, a memorial tree. It wouldn't need no fancy art skills if ya don't have them. Just a trunk and branches and names. Since we don't get to honor our dead. Tombstones ain't practical, but even if they were, we've left so many behind. This way, we can have all of the names of those we've loved and lost in one place. A place to remember that won't be erased by the elements."

As she stared at the blank space and took in what he said, he grabbed the box from the bench and brought it to her. "See, paints and brushes. Good stuff too, enamel lasts longer than acrylic."

He watched a smile spread over her face. "That's a wonderful idea, Daryl." She turned to face him and wrapped her arm around his waist giving him a light squeeze. "I know exactly how to do it." She let go of him and took the box with both hands. "Mind if I start?"

"'course not. I gotta go get somethin' and I'll be right back, k? I'm gonna work on that motor and I need somethin' from my pack."

She seemed already engrossed in the task before her and acknowledge him with a faint "m'kay". He left the boiler room and exited to the courtyard by way of the side exit down the corridor. He opened the gear bag on his motorcycle and fingered the box tucked down along the side. He'd picked it up on a run once, telling himself it was always good to be prepared. And if not for himself, then at least as a backup for Glenn, who despite having come a long way was still had the recklessness of youth.

He pulled one condom from the box, thought better of it, and pulled out another one. It was good to be prepared just in case. He slipped them into his pocket and grabbed a random wrench as a cover story. He went back inside and headed back to the boiler room. If nothing else happened today, he'd be okay. It was at least a start and he now had the confirmation from her that she wanted this too. As he neared the boiler room doors, he mentally calculated in his head, that hour was about half up.


	5. Chapter 5

_**A/N:**__ I apparently play what is known as the long game - so much for just smut - if you all like, I think this is a beautiful end to the story, but honestly, I have about 2 chapters left before this plays out - thank you for your patience, and for reading and reviewing - I appreciate all of you - rated M for language & sexual content_

_The Walking Dead and identifiable characters, places, and events are not mine - no infringement is intended or implied - my stories are written out of love and a need to create and are solely for entertainment purposes_

* * *

As he neared the door to the boiler room he panicked. This wasn't him. He'd gone this long. What purpose did it serve? He could blow off his own steam. He fingered the condoms in his pocket. What the hell was he thinking? That was the thing, he hadn't been thinking when he'd picked those up.

What was the point of sex really? Bringing babies into a broken world? Getting your rocks off and losing focus? No, he'd escaped that grief so far. Why open himself up to it now?

He pulled the door open and stopped short. The music was blaring again. Carol stood there, swaying her hips in time to _Cryin'_, punctuating the drum beats with the tip of the paint brush. She had the start of a trunk and she was eyeing it, turning her head this way and that. Damned if her hips didn't stir something in him. To move in sync with her to a song that only the two of them could hear. He inhaled sharply.

Carol spun around and beamed at him. "It was such a marvelous idea, Daryl!" She held out a paper with a list of names. "See, I have everyone here. Have I forgotten anyone?" He glanced at the list and shook his head. She kissed him on the cheek, resting one hand on his shoulder briefly before spinning back to face the wall.

He smiled and shrugged his shoulders. "Guess I'll go work on the motor while you're busy here, yeah?"

She didn't turn to face him, but said "perfect!" in such a cheery tone, he couldn't feign disappointment. She was very happy in this moment and he hadn't seen her this happy ever.

Maybe it was for the best, he was having his doubts and the motor needed fixing anyway. She was near and that was all that really mattered. He turned back to look at her and watched her hips sway back and forth to the music. His cock seemed to disagree. It stirred in his semi-soft state, content with it earlier release but wanting more. He adjusted his pants so it would sit more comfortably and then climbed back on the top of the elevator car.

It didn't take him long to realize she'd put the damn song on repeat. All he could imagine was her swaying hips. He tried to focus on his work. He could get lost for a moment in cleaning a part or tightening a bolt, but he kept coming back to the shape of her kisses and the taste of her mouth. The feel of her hand as it touched him. He felt a twinge. She was so lost in her task it was like she'd completely forgotten her hands and lips had been on him.

It took every ounce of willpower to not climb down and confront her. To not ask her if she was just playing some game. That was something he was familiar with and he didn't want it here. The doubt of before faded from his mind, but was replaced by a deeper fear of rejection. He tried to reason with himself that she was just so enchanted by the project that it had overwhelmed her. Easier said than done.

* * *

She took a deep breath. It was coming together so nicely. When Daryl first proposed the project something in her leapt. She could create something of beauty that gave honor to those who had meant the most to them. She curled her fingers around the paintbrush as she studied her work. She felt the music move through her and soon her hand was responding to the drum beats. _Cryin'_ had always been her favorite. She reached over and pressed the repeat button.

By the time Daryl had returned from his errand, her mind was so filled of names and plans, she'd almost forgotten the stairwell. Almost.

She had been serious, very serious. But she also had her reservations. Passion in the moment was real and dangerous. It could sweep you away, and people would do things without thought that in a rational moment they would never consider. More than anything, she didn't want him to regret. They could still stop, it hadn't gone too far, and if he had any reservations, it would be simple enough to abandon it at this point and not fracture their friendship.

She would not be able to bear it if he pushed away after moments of fumbling passion. She lingered on the memory, now very present in her mind, of just how Daryl had felt when she ran her hands over him.

He'd gone to to work on the motor, and she didn't stop him. She needed more time, and since she was distracted, it was easy to just let it go. She would let herself get wrapped up in the creative process and the music and the other she would give her attention to when Daryl was near her again. No sense fretting through the possibilities in every moment.

She had the trunk of the tree and most of the branches fleshed out when she heard a wrench drop and an accompanying 'fuck'. She turned the music off and before she could ask if he was okay, he shouted her name with such force as to be heard over the music. She set down her brush and neared the elevator doors. "Need something?"

His head appeared and he looked at her and smiled. "Yeah, I need an extra set of hands. Can ya help me for a minute up here?" She returned his smile and nodded in agreement. She moved into the the elevator car and he reached down to pull her up. She had kicked off her boots while she was painting, and when her feet hit the elevator floor, she almost stumbled before righting herself. The love nest. She felt the color rise in her cheeks, but she shook it off and reached for his hands.

It was oddly quiet in the elevator shaft, and the air was warm and still. There was considerable room above as the shaft rose, but surrounding them, the space was rather confined and smelled of machine oil and dust. The light focused on the motor was bright, but the light along the walls was spare. It felt strange up here, and very close.

"Can ya hold this here?" He handed her a part and pointed to where she needed to place it. He held it from the other side and tightened it with the wrench. "A lot easier when you've got an extra hand." He caught her eyes and lingered longer than necessary. She didn't know what to say or do. She just stared back at him, caught in his stare, trying to guess what he was thinking but having no clue.

He placed a hand over hers, it was warm, and strong. He pulled it up away from the motor. "Ya can let it go now." But after he removed her hand, he didn't let it go. "I'm confused a bit, yeah?" They were both on their knees, hunched over the motor, and he sat back a little, taking her hand with him. He held it with both hands, and he let his eyes drop to study it.

"I can't explain myself to ya, Carol, I couldn't even begin to try. I want things and I fear things, but when things are simple I don't have to think so much." She scooted a bit closer to him and sat back on her own heels. She didn't look at him, but chose to watch his hands fret with her hand.

"I want what you want, Daryl. If you aren't comfortable, then neither am I." She brought her free hand up to rest on his shoulder. She raised up on her knees and leaned over and kissed him on the cheek. He turned his head and looked at her for a moment, then reached forward to meet her lips with his own. He released her hand and braced himself on his right arm and leaned toward her, placing his left on her hip. He was kissing her without hesitation and she took it as his answer.


	6. Chapter 6

_**A/N:**__ Caryl smut is, quite honestly, very difficult for me to write - I get so caught up in their heads that everything becomes an exploration of character, sex for the pure enjoyment of sex just escapes me with these two - many thanks for all of you who have taken the time to read it and have put up with my warped take on sexy times - rated M for language & sexual content_

_The Walking Dead and identifiable characters, places, and events are not mine - no infringement is intended or implied - my stories are written out of love and a need to create and are solely for entertainment purposes_

* * *

So this is where it would be. Their first time, on the top of the elevator car. It hardly was romantic, but it would be memorable. His body and his mind were ready. They were syncing in double time. He sighed as he deepened the kiss. She tasted like honey and lightening and autumn leaves.

He opened his eyes slightly. He was getting too lost in the kiss. Mixing metaphors in his mind to make it last forever. With his eyes half open, he could see her eye lashes resting softly, fluttering lightly. The soft arch of her cheek, just below her eye. If he could distract himself long enough, it might never end.

But the truth was, it was a moment and it would not last forever. So he would accept what was, as it was. This was his way. He would fight and resist a little, in everything, as a way of asserting his will and feeling some sense of control, but ultimately, he always accepted what was. It was what carried him through his abusive father, but also what had kept him alive in the world that had become.

He pulled back to look at her. When he did, she opened her eyes and half smiled. She looked so content and at ease. As if he was a natural fit. It both pleased and scared him. He knew about being a disappointment to someone, but a delight as was so clearly reflected by her; it was uncomfortably new. But it was also something he could get used to.

She looked at him sheepishly, shifting her gaze to his lap. "May I?"

He nodded in agreement and helped guide her to sit straddling him lightly. They were fully clothed and he could feel her just barely resting against him, supporting herself on her knees. She placed both her hands on his shoulders and he instinctively wrapped his hands around her waist, encouraging her with a gentle tug to settle more fully into his lap. She resisted and smiled broadly.

"Not yet, handsome. You take this long to get here, we're gonna take our time and enjoy it a bit, got me?"

He smiled and nodded in return. "Yes ma'am."

She lifted her right hand off his shoulder and ran it lightly through his hair. He closed his eyes and leaned into her touch. In this moment, they were all that existed. There was no threat of walkers or worrying about their next meal. It was just the two of them and time was frozen in a quiet perfection. When she touched him, there was no separation; they were one.

As he turned his head toward her hand, she pressed kisses on the exposed side of his neck. Breathing out against him with each feathery landing. His arousal was full but he chose instead to sink into the sensations. He supposed the only thing that stood between a quick jack and prolonged lovemaking was merely the mind. Perhaps the hours spent in patient hunter's watch would serve him well. After all, a skill was a skill.

He smiled inwardly. He did know what to do, though he'd never been here before. He focused on his breathing and caught the rhythm of his heart. In short order with each kiss that grazed his skin, he soon became aware of her heartbeat, and he eased with hunter skill into matched rhythm.

He felt a sudden rush so intense, he had to close his eyes and recenter himself. His desire affirmed, he moved his hands to rest more on her hips and he gently urged her down. This time she settled her weight more fully and he felt the press of her against him.

He groaned lightly at the thought of burying himself there. She pulled back and placed both hands once more his shoulders. "All well?"

He brought his left hand up to her face and rested there, letting his thumb play along the soft rise of her cheek. Their eyes met and did not break.

"Yeah." He took in a deep breath and let it out. "You?"

"Well, quite well." She laughed softly and placed her forehead to his, resting one hand at the back of his skull, pulling him forward to her lightly. She whispered, "Are you okay with this?"

Without hesitation, he whispered, "Ya." He brought his own hand to the back of her head and pulled her in closer, turning to kiss her. The initial strangeness of it had passed and they met each other with a natural cadence, lips and tongues coordinating. He once made to bite at her lower lip, and she tsk'd him.

"Don't rev your motor hun, gonna burn out that engine. You can try that next time, k?"

He whispered "'k" under his breath into their kiss, but secretly leapt inside. She'd hinted at more than just this. A weight lifted and he relaxed a little. Then he became bolder. He moved both hands upward from her hips and under her tank to touch the bare flesh on her sides.

He brought one hand around to rest at her back and the other tentatively to the band of her bra to caress. She sighed and pulled up against him, her breasts pushing forward into his chest. He brought the thumb of the hand at her bra around to caress her through the fabric, her nipple grew hard and he felt his cock twitch. She was responding to his touch and it spurred him on.

He broke with her lips and dipped his head down to kiss the rise of her breast through the fabric of her shirt. She arched her back and rose slightly to give him better access. He brushed his lips against her hardened nipple and she pulled her hips forward in response. He was losing himself in her and he never wanted to be found.

* * *

She loved the way he felt when he just relaxed and went with the moment. The tension with which he usually held his body melted away and he was just there, exposed and vulnerable and responding to her touch. The touch of her hands, her lips, her body.

She wanted to just let herself go and crash into him over and over like waves. But she found she could not. Though she was relaxed, she felt reserved, a shyness that even some virgins never have. She was, truthfully, afraid to give him control.

It was silly but simple. The last time she'd lost control and gone all gaga over a guy her life had become the one with Ed. And even though Daryl was nothing like Ed, she remembered that feeling of being head over heels in love with someone and looking past every fault and defect.

No, she would force the brutal honesty on herself this time. She would not get lost in the kisses and the touches and the mumbled words. She would kiss him and touch him and accept the same in return, but in the background she would assess him and review his every fault. They had time, and so she would take it.

As she ran her fingers through his hair, she realized just how greasy it was. When was the last time he had washed it? It was plastered in one spot, just above his ear and the wisp lay glossy and dark against his light skin.

As she kissed his lips, she felt the roughness of them scrape against her own. Little flecks of dried skin poked up on the lip that did not vanish when he licked them. They were raw from the wind and a bit pale set against the slight flush of his skin.

As his fingers ran along her sides and back she could feel the rough calluses catching against the smooth skin they encountered. At the thumbs the skin was torn and ragged from a bad habit. The nails were too long and jagged in spots. She felt little scrapes when his hand would falter. Underneath the nails were layers of dirt predating the quarry she was sure.

As he pulled her close, she could smell that he was slightly acrid from working in the warmth of the elevator shaft. He smelled of machine oil and dirt and a raw male odor that was at the same time both arousing and repelling. It has trapped in his clothes and had aged there not so well. She knew he had bathed yesterday because she'd done his laundry. But it seemed he was never long for staying clean.

As she rested herself on his thighs, she thought of how filthy his clothes were. How we wore the same pair of pants for a week at a time, and begrudgingly handed them over each week for washing and mending. She knew these were on their sixth day.

She sighed and relaxed into his kiss. She'd been thinking about this for so long and as she observed the dialogue in her head she smiled outwardly. He is too good for you.

When the laugh came out audible, he raised his head slightly and looked at her. "What's wrong?"

She pulled back and stared a moment at his slightly offset eyes and the mole just above his lip to the right. "Nothing is wrong, everything is just perfect."


	7. Chapter 7

_**A/N:**__ And so dear reader, we come to a close - thank you for coming along with me on this journey - thank you for all who have stuck through to the end, and thank you those who have just discovered this little work finished and read it straight though - I have appreciated all of you - rated M for language & sexual content_

_The Walking Dead and identifiable characters, places, and events are not mine - no infringement is intended or implied - my stories are written out of love and a need to create and are solely for entertainment purposes_

* * *

The train had pulled away from the station and nothing was going to stop it now. Nothing that was but a very poorly timed leg cramp.

He was kissing her, letting his hands explore her precious form, when he felt an uncomfortable tug. The tug quickly transformed into a blinding pain in his left leg. He kicked it outward to try to stop it, but the muscle went into full seize. It happened to him now and then, but this was one hell of a time for it.

He pulled his hands away and braced backward on his right hand while he tried to message it with his left. He bit down hard on his lower lip and drew blood. "Fuck!" It escaped him before he could think and he muttered a 'sorry'.

She rose off his lap and came to rest beside him, a slightly amused look on her face. "Is there anything I can do?"

"Naw," he said as his leg twisted in response to the jolt of pain it was now sending up to his buttock. "I usually just ride them out. My mamma called them growing pains, but I think I'm well done growing." He looked at her with a mixture of amusement and pain.

"Maybe it just isn't meant to happen." She looked at him and shrugged.

"Like ya think I'm gonna let ya go now?" He tried his best to not look at her with pain, but it wasn't working. That fucker hurt something awful and it was threatening to spasm again.

He winced and made to stand. He balanced carefully on the good leg and drew himself straight. "I just need to work it out a bit. And this ain't no place to be romancing you, anyways." He smiled somewhat shyly. But he felt rather bold. "Wait here a sec, I'll get down there and catch ya." He smiled at her and almost winked, but thought better of it. Winking wasn't his way, no matter how giddy he might feel.

He jumped down into the elevator car, grateful for the bedding. A time and place for everything he thought, and couldn't help but smile. He stood on the cramping leg as best he could and called for her to jump down. She slid from the opening in the top of the elevator and landed softly into his arms. On impulse, he wrapped his arms around her and leaned in to kiss her. Her immediate reaction was surprise, but she matched his enthusiasm rather quickly.

It was so strange for him to be this way with her after so long. But each time they came to it, it felt more natural. This is what it means to be lovers, he thought. To invade one's personal space without hesitation. Friends hesitate, lovers do not. That cramp was being one hell of a cock blocker though. He broke the kiss and pulled away from her, placing his hands gently at the sides of her shoulders.

"We are not done with this, yeah? I just gotta work this out and then I'm coming for ya." He touched the side of her face with his left hand and let his thumb run over it. "Thank you."

"For what?" She was looking right at him, steady and even.

"For never giving up on me." He smiled at her and dropped his hand to take hold of hers. "Now I'm gonna go walk out this cramp and I'll be back." He let go of her hand and walked toward the door, turning back to look at her as he exited. "I wouldn't be sad if you were snuggled under those covers when I came back." He smiled at her, nodding toward the elevator car. I mean, I am a might bit tired." And he winked. He fucking winked. He wanted to run and hide from this new self that was emerging from being so free around her, but he kinda liked it too.

* * *

She smiled as she watched him go. He was carrying himself with confidence and she liked seeing that. It was becoming a more common thing, but now especially he seemed to carry himself that way. She wrapped her arm around her torso and touched her cheek where he had. This was strange. The life affirming actions. So often now they lived in fear and on the run. But to stop and just breathe the beauty that was life. This was such a gift.

'Snuggle under those covers,' huh? She couldn't help but smile. A rather ordinary day had taken an unexpected turn. And the thought of doing that very thing with him sounded just perfect.

She slipped out of her pants and shirt. Down to just her underwear and paused. It had been a while and longer since someone new. She suddenly felt quite self-conscious and awkward. It was much lighter here too and in the elevator car. She looked at the light and switched it off. That would help a little. If only she could switch off her nerves.

She slipped out of her underwear and tucked them under the pants. Part of nerves was old underwear. Better he miss out on this part, she thought lightly. She slipped under the blanket and let her head fall softly against the pillow. These still smelled of industrial laundering. He'd found them in the old prison laundry no doubt. They did not smell faintly of the sun like her own sheets in her cell.

No, everything was foreign, the sights, the smells, the textures. Even the words they spoke between them. Their respectful friendship ease with each other had slipped into this new cadance.

She turned on her side and nuzzled into the bedding. It was soft and smelled a little bit like the old world. She could pretend things had never changed, maybe just for a little while. She closed her eyes and breathed in. Before she knew it she was asleep.

She woke suddenly and for a moment she didn't know where she was. A friend's house, a motel. The scent of laundry soap was strong, but it was not her own. She felt an arm around her and the press of an erection at her backside. Daryl was planting light kisses at the nape of her neck. "Leg better?" She signed a little and snugged her back into his bare chest.

"Yeah, everything is better now. Came back but you were sleeping, didn't want to bother ya."

She pressed her bottom into him and brought a hand to rest on his thigh, pulling him gently toward her.

He spoke lightly at her ear. "Whatcha doin' there ma'am. Don't think your nakedness was a forward enough invitation?" He interlaced his hand with hers on his hip and brought it around to tuck under her breast and pull her tightly to him.

"How lucky are we? In all this world to have found each other?" He asked, snuggling into the back of her neck.

"I think most people might tell you you're getting sloppy seconds," she offered, teasingly.

"Naw." He pulled his knees up slightly into hers and pressed himself closer. "Ain't true and you know that. I've had choices along the way and you were a deliberate one like all my others. Don't think I'm sweet on ya just 'cause it's the end of the world."

She turned to face him. She raised her hand to touch the side of his face near the temple. "You are too sweet to me."

He closed his eyes for a moment at the tender touch. "Just honest," he said, opening them to look at her so nakedly it was as if he was doing so for the first time.

"I'm gonna stop questioning why ya want me, and just accept that ya do." He placed a kiss on her nose and ran a hand along her side, stopping at the hip to raise her leg and drape it over his own. "I need to stop questioning why you'd want me to touch ya and just enjoy the fact that ya want me to."

Her hand brushed his full erection, her fingers teasing along its length. It occurred to her that the best thing for them now was a simple affirmation. Extensive foreplay could be for other times, perhaps even in a short while. But the best thing for both of them would just be a simple straight forward consummation and affirmation of their new relationship. She dared not call it their new love, because the love was always there. It had been from the beginning.

She rolled onto her back and encouraged him with her. He looked down at her slightly confused as she urged him between her thighs, guiding him gently to her entrance. She was wet enough that the only discomfort would be the psychological shock. She smiled up at him. "Let's center ourselves in this now. We can play later. We can play all you want."

She touched the side of his face with one hand as she guided him with the other. But he needed little help. He found her as surely as men have always found women over the ages. This simple thing, devoid of all the window dressing. By raw human instinct alone they communicated, and for a brief moment, with their discomfort set aside, they were one.

He collapsed on her after. Far too much built up energy was discharged in that moment. She let him lay, softly rolling him to her side once she heard the gentle shift in his breathing. She held him until he woke and looked at her through heavy eyes of contentment.

It had crossed her mind as he slept that they hadn't even thought of the condoms. But it didn't matter to her. If that bridge needed to be crossed, there was no one else in the world she would rather cross it with.

He smiled at her, comfortably, without the fear and hesitation he often did.

There was the sound of the boiler room door opening. A foot step and then Rick's voice, calling out clearly, "Hey, Daryl!"

She watched as Daryl lifted his head slightly, but keeping it low so Rick couldn't see him. "Yeah?"

"Did you get the motor running? Or are you still working on it?"

"I got her started. Just needs a bit more time and I'll have her purring like a kitten." He looked at her and winked. This time it seemed quite natural between them.

"If that's the case, I'll leave you be, just wanted to see if you needed any help." There was the sound of his retreat and the door swinging back into place with a thud.

"Purring like a kitten, huh?" She looked up at him, smiling softly.

"Yeah, once they are properly primed, they can run for a long, long time.' He kissed first her shoulder and then sought her lips. She relaxed into him, sure that both she and that motor were in very capable hands.


End file.
